It's Your Old Pal
by Zanza Flux
Summary: Henry and Bendy didn't expect to run into an old friend. They kinda wished they hadn't.


**A/N:** This story is based on the 2D Bendy AU created by Shinyzango. They are on tumblr. Check out their artwork, it's awesome!

 **Disclaimer:** TheMeatly owns Bendy and the Ink Machine.

Henry knew something was wrong. He had been making his way down a dimly lit hallway for a few minutes and it was too quiet. The floor was flooded with ink that came up just below his calves and he had yet to run into a single searcher.

"Henry. I don't like this." The man looked down at the piece of paper he held tightly in his hand. He could see the 2D version of Bendy staring up at him. "Where are the searchers? They're too dumb to just give up."

"I know buddy. I get the feeling they are going to rush us all at once like the last time." Remembering that encounter caused Bendy to shudder. Even though he was in his monstrous form, the searchers tried to separate them. He refused to stray too far from Henry's side and left the searchers as ugly smears on the walls.

Henry turned a corner and was faced with a long stretch of hallway. A perfect spot to spring a trap. He sighed softly and shook his head. The man raised the piece of paper at eye level. "You ready buddy?"

"Ready as I'll ever be!" Bendy gave him a 'thumbs up' and his signature smile. He watched the corners of Henry's mouth twitch upward a bit. Henry didn't show it a lot, but Bendy knew this place was getting to him.

The little toon was more than happy to see his friend smile. Besides watching his back, he liked keeping the man's spirits up.

They made their way down the long corridor. Henry and Bendy kept scanning the ink pool for ripples. That was the first sign that something was going to happen. The man faced forward while turning the page so the little toon could see behind him. They reached the halfway point before the sound of sloshing ink was heard around them. Forms could be seen rising up slowly and Henry wasted no more time dropping the piece of paper into the ink. The ink bubbled and churned before a huge form rose up and loomed behind him.

Even hunched over, this form of Bendy was big. He cracked his knuckles, rolled his shoulders and let loose a low, threatening growl. He'd make sure none of the searchers would get their slimy claws on his friend.

Henry raised his axe and squared his shoulders. He was getting tired of these things. "Okay buddy, here they come!"

All at once, the inky figures rushed towards them. Their clawed hands outstretched and ready to slash at any part of the duo they can reach. Bendy raised his fist in the air and swung down quickly, flattening a group of searchers like a pancake before swinging his arm to the side and plastering another group against the wall.

Henry was using precise strikes to their heads with his axe to take them out one or two at a time. He had to hold onto the handle tightly because his hands were becoming slick with the black liquid. He went to take another swing when he felt something grab him by the hair. He took a second to look up and his eyes grew wide. They were clinging to the ceiling! More claws emerged and grabbed his arms, lifting him off the ground, and effectively immobilizing him. He grunted and kicked out with his good leg as he tried to keep the ones on the ground at bay.

The giant ink monster smashed another group of searchers into the floor when he heard a distressed sound from Henry. He turned to see his friend hanging from the ceiling while flailing his legs to shake the others off. He reached around the man and backhanded the searchers on the floor into the wall. Then he reached up and crushed the ones holding Henry with his large hand. The man fell into the pool of ink with more ink raining down on him.

Henry was left a little shaken and was trying to catch his breath when a hand wrapped around his midsection, lifting him and setting him on his feet. He could hear a concerned whine from behind him as he tried to steady himself. He pats Bendy's hand, tells him he's fine and can let go. The ink monster grumbled in protest before reluctantly doing as he asked. They checked the hall for more movement but it seemed like they were alone.

"I think we got them all buddy. Lets keep moving before something else jumps out at us." The ink demon couldn't agree more. Before either one could make a move, they heard what sounds like clapping coming from the end of the hallway. It was dark and they could just make out a tall figure moving towards them. Bendy hunched over Henry growling protectively as the man raised his axe. His growl was cut short when he got a good look at the figure standing under one of the dim lights.

He was tall, his ears almost brushing the ceiling. He was wearing white overalls and gloves over his black form. He had a long canine muzzle on his white face.

"B-Boris?!" Henry couldn't believe what he was seeing. He hadn't seen the cartoon wolf since he entered the studio! Where had he been all this time? The man noticed the wolf was smiling at them warmly, but something wasn't right about it. He just couldn't put his finger on it. From the confused whine from Bendy, he felt something was wrong too.

"Well hey there buddy. Aren'tcha gonna say 'Hi' to your ole pal?" The question was asked innocently but Bendy felt like he'd been punched in the gut. He backed up a little and was shaking his head. It couldn't be him!

"What's the matter? You look like you've seen a ghost." He tilts his head to the side. His smile growing a little wider.

That smile didn't look right. It was putting Henry on edge. He turned to talk to Bendy when he noticed how much he backed away from him. His eye was incredibly wide and he was frowning. He was shaking his head and was hissing softly.

"Bendy?" The man watched as the light in the ink monster's visible eye swung down in his direction before looking back at the wolf. Henry could hear sloshing behind him and when he turned around the tall wolf was walking slowly towards them.

"C'mon pal, don't look at me like that." He held his gloved hands out to them. "It's me, your best friend. I know you've been alone fer a long time, but I'm here now."

Henry heard a heart wrenching keen from his friend. He turned to see Bendy's large body curled up in a ball a few feet away from him. He had his hands clutching at his head and his whole body was shaking. His eye was clouded over and darting all over the place. The man ran over to the ink demon and fell to his knees before him. He reached out and rubbing his head and his massive shoulder.

"Bendy! Bendy! C'mon buddy! Look at me. I don't know what's going on but you have to snap out of it!" Splashing could be heard behind him. The hairs on the back of his neck stood on end when he felt the wolf standing there, watching them.

"You can't help him Henry. I'm his best friend after all~" Henry frowned at the sing song tone of his voice. "You don't know him as well as I do. 'sides he shouldn't trust you. You're human after all." That last statement was said so calmly that it made him look back at the wolf. He was smiling but it was all wrong. It took Henry a moment to realize why. The eyes. Those black, pie cut eyes were so cold. They were unblinking and practically boring a hole into him. He didn't know who this was, but it wasn't Boris.

"Bendy. Bendy buddy, listen to me. That's not Boris. Look at him!" The large ink monster could hear his friend's voice. It sounded so distant though. He couldn't understand what he was saying. Fragmented memories of him and Boris were racing through his mind. It was hard to concentrate. He let loose another loud keen that seemed to shake the very walls.

"You sure made a lot of promises to my pal here. Promises ya know ya can't keep." Henry turned to look at the wolf. He shrugged and waved a gloved hand at Bendy. "See, when yer gone, I'll be here ta pick up the pieces. He wont even miss you~."

That's it! Henry couldn't take it anymore. He grabbed his axe and stood between the toon wolf and his friend. "Get back! I'm not letting you get near him."

Boris cocked his head to the side and looked almost amused. "Huh, really?"

"I don't know who or what you are, but you're not Boris. He would never mess with his best friend's head like this." The man practically snarled at the toon. He held his axe in both hands and stood his ground.

The toon wolf tsked and shook his head before lunging at the man. Henry cocked his arms to his side and swung the axe like a bat, hoping he could behead the wolf in one blow. He was caught off guard when Boris ducked under his swing and grabbed his arm. He spun him around and slammed the man against the wall. Boris had one arm twisted behind his back and his gloved hand pressed against the back of his head. Henry winced as his face was pushed against the wall and in the scuffle, he dropped the axe. The toon leaned over the man's shoulder until his muzzle was a few inches away from his cheek. When he spoke, it was soft and the smell of rancid ink make Henry's stomach turn.

"You can't save him. You'll die down here and he'll be left alone. I'll be here and by the time I'm done, he wont even remember your name." He applied more pressure to Henry's arm, causing him to grunt in pain. That sound causes a sadistic grin to cross the wolf's face.

Henry couldn't respond because of the pain. It felt like his arm would snap at any moment. He tried to free himself, wiggling, kicking, anything! It was like pushing against a brick wall. Excruciating pain was shooting through his shoulder and arm. Henry screwed his eyes shut and waited for his arm to pop out of its socket.

He heard a yelp from behind him and the pressure was suddenly taken off his arm and head. He watched as the wolf went skidding down the hallway. Henry felt a large hand pressed against his back. Bendy was hunched next to him with an apologetic look on his face. He gave the toon a shaky smile as he rubbed his sore shoulder. "Thanks bud."

They both turned at the sound of laughter. It started out soft, but the pitch got higher as it went on and it sounded more deranged. They watched as the wolf got to his feet, one hand braced against the wall, and the other wiping ink off his face.

"Oh, I see how it is. You're siding with him? Haven't you learned anything? You can't trust him!" He was glaring daggers at the man.

Bendy snarled at the wolf. He pushed Henry behind him to block him from the other toon's sight. He never took his eye off his 'friend'. He watched as Boris straightened his stance and just shook his head.

"Well, fine. I guess we're goin' ta have ta do this **the hard way** …" The ink on the wolf's head began to run. It ran over his eyes and down his muzzle. He smiled and his blocky teeth began to change into something more jagged. His long ears droop at the tips with ink dripping from them. He hunched over as his back began to bubble and expand. The wolf's arms and hands grew longer and thicker. Black claws erupted from his large gloved hands.

Henry was watching this all unfold with a look of horror on his face. Boris was practically unrecognizable. There was a strange sound, like a balloon being filled with water, and it made his skin crawl. The wolf's legs were getting thicker and seemed to be jointed oddly. White ink from the overalls were running down and joining the pool of ink at his feet. His tail was drooping so low he couldn't tell where the tail ended and the ink on the floor began.

Boris reached up with a clawed hand and wiped way the ink covering one glowing red eye. He leaned over until he was on all fours and growled at the duo. The smile on his ragged muzzle was too wide, too many sharp teeth, and too maniacal.

Henry watched as the toon wolf stalked forward, the ink rising high on his back like the hackles of a rabid dog and he knew he needed to get out of the way. He backed up a few steps before Boris charged at Bendy. The man had a split second to press his back against the wall to get out of the way as the monstrous wolf wrapped his massive arms around the ink demon and pushed him back a few feet. As a result, a wall of ink splashed against Henry, nearly knocking him off his feet.

Bendy grunted as he managed to brace himself before raising his fists and slamming it down onto Boris' back. He had to do this two more times before the wolf let go. The wolf backed up a few steps before jumping up to snap his jaws at the demon's face. Bendy was faster and blocked the bite with his arm. He winced as the sharp teeth dug into him. He punched Boris in the head hard enough to get him to let go. The twisted wolf let out a garbled yelp. His eye was a little unfocused from dizziness but he shook his head to get rid of the feeling.

Bendy went to rub his arm and noticed there was globs of ink dripping from where Boris' teeth had sunken in. That had surprised him. He hadn't met anything in the studio that could damage him like that… until now. He looked to see the wolf tilting his head to the side and giving him a calculating glare. He knew he was up to something.

Boris stood up and gave his old pal a lopsided grin. He twisted his upper body to the side and rushed at Bendy again. The ink demon tried to block the blow but the wolf ducked low and rammed his shoulder into his midsection. He used their combined weight to knock Bendy onto his back. He was stunned and Boris used that opportunity to lift his claws and slammed them down into Bendy's chest.

Henry covered his ears as a shriek like nothing he'd ever heard before tore from Bendy's mouth. It shook the walls and made his insides vibrate. It was almost too painful to be that close to the source of the sound.

' _What was Boris doing to him to cause him that much pain?_ ' He looked over to see the wolf standing over Bendy's prone body and his claws… in his chest!? Wait! His claws were buried deep into his chest! Henry didn't think anything could pierce the ink demon's massive body. But why? As far as he knew, Bendy's body was solid ink. He had no internal organs! Unless… oh no! Boris was trying to dig out the page! If he did that, Bendy would loose his current form and they would both be at the wolf's mercy.

The man looked around desperately. He had to do something! He knew he couldn't hurt the wolf, but maybe he could distract him long enough for Bendy to recover. As he paced his foot hit something hard from under the pool of ink. He reached down into the darkness and felt the familiar handle of his axe. He shook some of the ink off the handle so he could get a better grip on it. He had only one shot at this and he had to make it count.

Henry walked over to the hulking forms as quickly, but quietly as he could. He could see Bendy's large hands gripping Boris' arms as he tried to pull his claws out of his chest. Henry stood behind the wolf, lifted the axe over his head, and swung down with all his might! He buried the axe head deep into the toon's lower back. The handle slipped out of his hand when the wolf reared back and howled. Henry wasn't able to move out of the way fast enough before Boris backhanded him. His head snapped back and his body was sent skidding several feet down the hall.

The pool of ink cushioned his fall somewhat but he was still seeing stars. He forced himself to lift his head even though everything hurt. His sight was still blurred from the blow he took but he could see Boris twisting his body around as he tried to reach for the axe. After a few tries, he managed to grab the axe handle and yank it out. He turned his massive head in Henry's direction. If looks could kill, he'd be dead by now. _'Heh, at least he's not digging through Bendy's insides anymore…'_ he thought bitterly.

The twisted wolf looked absolutely livid. He was gripping the handle of the axe so tightly, Henry could hear the wood creak. He swung his massive arm against the wall and embedded the axe head so deep that the wall began to crack and splinter. His growl sounded garbled, deep, and very very angry. Henry tried to get up but his back was killing him and the blow to his head was making him uncoordinated. His bad leg was beginning to throb painfully as well.

Henry knew the wolf had him. He could see it in his eye. It glinted with the promise of a very painful death. Within a few seconds he was practically looming over the man. He reached down with his massive hand and gripped Henry by his shirt. He lifted his body out of the ink and had his feet dangling a few feet off the ground. Henry tried, in vain, to pry the wolf's claws off of him. It was like trying to pull open a steel trap.

The wolf pulled the man closer so he could savor the desperation in his eyes. Why did he kept fighting? The toon would never know. Once he was gone, he would deal with Bendy. If he couldn't convince the stubborn toon to join him then he would burn the page he resided in. He doubt he could survive that.

Henry could tell by the grin that stretched impossibly wide across Boris' face that he was thinking of something terrible. He watched as the ink wolf opened his jaws wide. All he could see in the gaping maw was an empty void surrounded by sharp teeth with strands of ink sticking to them like drool. His eyes widened when he realized there was nothing else he could do. The last thing he would see is a bunch of jagged teeth tearing into him! _'I'm so sorry Bendy. Looks like I wont be able to keep my promise.'_ That thought hurt him more than any hit he'd taken today.

The twisted wolf's jaws were gaping wide around his head. Henry waited for the killing blow, but it never came. A pair of massive arms wrapped around the wolf's neck and behind his head. In his surprise, Boris dropped him! His body splashed down in the ink and some coated his face. Henry tried to clear the ink from his eyes as quickly as possible. He blinked a few times and his heart stopped at what he saw.

Bendy had Boris in a headlock! That wasn't the part that surprised him. The ink demon looked different. He had a bigger fanged grin on his face. His horns were thicker and curvier. His hands were clawed and his body had even more mass to it. What made the man internally shudder was the tiny pinprick of Bendy's visible eye. He was staring right at him. Henry recognized this as the hulking ink demon's berserker form. In this form, Henry had to be on his guard because Bendy could turn on him too. He'd always snap out of it before doing any serious damaged, but always felt incredibly guilty afterwards.

Bendy yanked the wolf back violently. He growled and slammed Boris against the wall. The wall groaned in protest to the rough treatment. The demon scraped Boris' body against it, leaving a black and white smear against the wall before tossing him across the corridor. The toon wolf hit the floor with a huge splash and thud. It actually left him shaken.

Boris rose wobbly to his feet but Bendy was already on him. He was snarling and wailing on the wolf with his huge fists. Blow after blow sent Boris skidding back through the pool of ink. He tried to shield himself with his arms but he took too many hits to the head. His arms felt like limp noodles at his side.

Henry was shaking his head. He'd never seen Bendy like this. He wasn't letting up on the wolf and even he winced with each blow. He didn't know how the wolf was still standing. All of a sudden, he just stopped. Bendy was watching Boris sway on his feet. He thought maybe the massive ink demon had run out of steam until he watched him cock his arm behind his back. His large hand was open as he brandished his claws. He let loose a wall shaking growl and swiped upward at the wolf's face. He tore his muzzle completely off, leaving an oozing black hole in its place! It landed close to where Henry was laying and he tried to scoot away from it. He watched at the white muzzle melted into a swirl of black and grey before disappearing completely.

Henry tried to swallow past the lump forming in his throat. He looked over at Bendy. The faceless wolf's body swayed for a few seconds before it came crashing down to the floor. A huge wave was created in its waked before the body bubbles and dissolved, joining the rest of the ink that flooded the corridor. Henry could heard Bendy's low, guttural growl and watched as he flexed his claws at his side. The ink was rising off his body so high that it was sticking to the ceiling. It was over, but there was still tension in the air.

Bendy turned his head slowly until he was looking directly at Henry. The man knew he was in no shape to run this time. The pain in his back, shoulder, and leg had dulled but he was in no condition to scramble to his feet. Even if he could move, he didn't want to do anything to set his friend off.

The massive ink demon turned his whole body and began making his way to Henry. Bendy gripped the walls, leaving gouges deep in the wood. The sound made the man cringe. The look on his face was that of pure rage and… sadness? Soon the massive form was looming over him. His body blocking out the light coming from behind him, leaving his face in shadows. He leaned over, setting his massive hands on either side of Henry's body. Even though the ink demon wasn't touching him, his mere presence was crushing.

Bendy's head was a few inches from Henry. Staring at him this close, Henry could see his face better. The corners in his wide grin were twitching. His visible eye was very wide He kept looking past him and down the hallway. It almost looked like he was grinding his teeth as well. Bendy wasn't making a move to hurt him so Henry decided to take a chance.

Henry lifted a shaky hand up to Bendy's face. He watched as his eye swiveled back in his direction. He growled softly but he could feel it rumble through his body. Still, he needed to do this. He gently touched the side of his face. Bendy's body stiffened and Henry could hear his claws raking at the floor boards beside him.

"Hey buddy, you did it. It's all over." He spoke softly and waited for some type of response. What he got was an eye full of anger welling up with inky tears. He closed his eye and bowed his massive head into the man's hand. Henry watched as the tears ran down his arm. There was the sound of splashing next to him and he could feel one of Bendy's hands sliding under his back. The toon helped him sit up. His massive hand was still clawed but he took great care with them.

Henry realized what his friend was trying to do. He leaned in close enough that their foreheads touched. All fear and tension melted away with the sounds of his friend's soft sobbing. They stayed like this for awhile until Bendy opened his eye. He whined softly when he took notice of a bruise forming on the side of Henry's face. His other hand rose up from the floor and he pressed the side of his claw very gently against the man's cheek. Henry winced slightly.

"It's okay buddy. It looks worse than it really is. We both got knocked around pretty good this time." Bendy just grunted at his friend light hearted tone. He came way too close to loosing his life this time and it made him angry.

Henry noticed the mood shift right away and moved swiftly to snap the ink demon out of his descending thoughts. "Hey now, none of that! I know what you're thinking. Yes, it was a close call, but we made it. We're just going to have to be more careful from now on."

Bendy huffed softly before helping Henry to his feet. He was calming down. His features returned to normal. His claws were gone and his mass wasn't taking up as much space as before. He watched as Henry slowly walked passed him. His limp was more pronounced and he seemed stiff. Henry reached for the handle of the axe still embedded in the wall. He tugged on it a few times but he couldn't pull it out. Bendy reached out, grabbed the handle, and with one good tug freed the axe head from the wall. He handed it to the man and he thanked him.

"Okay bud, why don't you return to your page. I think we both need some rest." The ink demon nodded solemnly. He reached into his chest and pulled out the page in a glob of ink. He placed it in Henry's hand before his massive form dissolved.

Henry looked down at the piece of paper in his hand and frowned. The edges were torn and there was a hole poked through the lower hand corner of the page. Henry realized that Boris came dangerously close to getting his hands on it. The little toon was sitting on the line with his knees pressed against his chest. His head was hanging low and arms were wrapped around his legs. He was rocking slightly. Henry didn't like this. "Bendy?"

"I-I killed him. He was my best friend and I killed him. I really am a monster…" He buried his face into his knees and his little shoulders began to shake. Henry refused to let the toon blame himself for this.

"Bendy? Bendy, look at me." It took a moment for him to raise his head. He looked miserable. Fresh tears were streaking down his face. Henry pressed his thumb lightly on the page against the toon's shoulder. "Whatever that thing was, it sure as hell wasn't Boris!"

"How do you know that?" Henry was surprised by the hint of anger in his voice.

"The real Boris would never hurt anyone, especially you!"

Bendy just shook his head. "What if he was like me? You saw the way he changed. Maybe the ink affected him too. Made him crazed like it does me if I stay like that too long." A look of guilt crossed his face before he looked away. Henry sighed softly.

"That thing's not like you!" Bendy looked back at him. "He attacked us of his own free will. He was in compete control over what he was doing."

Henry could tell by the look on the toon's face that he wasn't completely convinced. This would be something they would have to talk about later. They were both worn out. One thing was for certain: He needed to get them both out of this hellhole before it drove them both crazy.

"You know what, lets return to the room. I think we're both too tired to press on and I don't think we could handle another run in right now." Bendy agreed and Henry turned to go back the way they came. Neither one noticed they were being watched from the other end of hallway.

As they disappeared around the corner, a tall figure stepped out of the shadows. It was the 'other Bendy'. He walked through the flooded corridor, taking in all the damage. He stopped about halfway and looked down into the inky pool.

The dark substance began to bubble and churn before a large figure began to form. It was the faceless wolf. It gurgled harshly while black ink dribbled out of the gaping hole. He lowered his massive head until it was a few inches from the pool of ink at his feet. The other bendy watched at the ink swirled and turned white. Stranded of the liquid attached itself to Boris' head as it reformed his face.

He lifted his head and moved his jaw around to make sure it was still working. When he caught sight of the twisted figure in front of him, his ears flattened against his head, and he let out a soft whine. He failed. He failed and now he was going to be punished. He closed his eye tightly when he saw the other Bendy's hand raised. He was bracing for a blow that never came. Instead the ragged gloved hand patted him on the head. He opened his eye and looked at the other with a questioning glare.

The other Bendy tilted his head to the side to look past the hulking form. He stared at the spot where the duo had fled from. He looked back at the wolf as he hissed softly. He turned and began to walk away. He stopped a few feet from the twisted wolf and waved over his shoulder for him to follow.

Boris hesitated for just a moment before doing as he was told. He would get another chance. He would finish what he started.

 **E/N:** I wanted to try something a little different. Challenge myself. I hope it came out alright.


End file.
